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INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 12, 2012 DRAFT – June 19, 2011.

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Presentation on theme: "INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 12, 2012 DRAFT – June 19, 2011."— Presentation transcript:

1 INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 12, 2012 DRAFT – June 19, 2011

2 DRAFT Executive Summary SPT has an opportunity to acquire a controlling stake in Left Bank Pictures, a leading television and film production company based in the UK specializing in drama Left Bank’s productions have been internationally acclaimed, commissioned by key UK, US and European broadcasters and have received many awards including BAFTA, RTS and BPG Television and Radio Award Acquisition of Left Bank would provide SPT a strong presence and credibility in the UK scripted market, a platform to further exploit SPT’s scripted catalogue, as well as an opportunity to drive growth for Left Bank in the US and globally through SPT’s network of production companies SPT is seeking approval to acquire 51% of Left Bank Pictures at a base-case initial consideration plus earn-out of$28.5M plus $19.0M–$24.5M for additional 49% to be acquired through a capped put/call mechanism Total base-case purchase price range for 100% of $47.5M–$53.0M (min/max total purchase price range of $43.9M–$76.5M) 2

3 DRAFT SPT International Production Growth Strategy SPT has grown its international production operations through acquisitions and start-ups and is now a leading television producer and only US studio with significant global footprint – 20 production operations in 14 countries, with programming produced in 88 countries and 73 languages – Acquisitions included leading local language production companies in the UK, France, Russia, Netherlands and Colombia, while start-ups with local creative talent were also launched in the UK, Italy, Belgium, UAE, Lebanon, Egypt, Brazil and China SPT International Production has established a solid platform in non-scripted and scripted businesses worldwide – SPT’s non-scripted expertise spans across all key genres with over 200 formats in its catalogue – including top franchise Who Wants to be a Millionaire aired in over 100 countries – SPT has produced over 10,000 episodes of original scripted programming in all key genres across 30 countries in over 13 languages; has also adapted to date 18 US series across 25 countries in local languages, including The Nanny, Married with Children and Everybody Loves Raymond SPT expects to drive strong growth through significant content creation as well as continued footprint expansion – Fuel content generation through organic development, acquisitions, strategic partnerships and synergies with Sony owned content to create global hit formats that are exportable around the world – Build a significant presence in all strategically important content creation territories and ensure strength in all genres in each territory – UK is the most critically important content creation market – Continue to fortify global footprint through expansion into new high potential and highly strategic territories Investment in Left Bank would be consistent with SPT’s growth strategy and would be highly strategic to future expansion and profitability – Aligns with SPT’s current strategic approach of rapidly building scale in the UK through aggregating quality independent producers and creative talent 3

4 DRAFT Overview of Left Bank Pictures Left Bank is leading UK scripted series and feature film producer with four dramas currently on air or in production and a growing comedy slate Left Bank has grown significantly over the past five years and has built up a valuable IP library driven by shows with multiple season orders, genre versatility and international format sales – Left Bank has third season commissions for its most significant shows Strike Back, Wallander and Mad Dogs – Produced a wide range of drama and comedy productions for UK, US and European broadcasters including BBC, ITV 1, Channel 4, Sky 1 HD, HBO Cinemax, Degeto Film Gmbh and RTE and three feature films – Proven co-production success, a growing area for SPT – Seasoned development of original fiction as well as adaptations Left Bank is led by CEO Andy Harries and Managing Director Marigo Kehoe who have been working together successfully for 11 years – Andy and Marigo started Left Bank in 2007 with a minority investment from BBC Worldwide – Andy was formerly an executive at ITV for 15 years overseeing a successful slate of films, drama, comedies and entertainment programs, Marigo was formerly Head of Production for Drama, Comedy, Factual Drama and Film for Granada as well as Head of Production for Drama for Tiger Aspect – Andy and Marigo are supported by a respected senior team including Finance Director Grace Wilson; Head of Film and Executive Producer TV Suzanne Mackie; Executive Producer Michael Casey; and Senior Comedy Producer Jenna Jones Future growth will be driven by a strong new development slate, expansion in comedy, expansion in US productions/co-productions and synergies with SPT production/distribution network and catalogue exploitation 74% of Left Bank’s FY 2013 revenue is either commissioned or in paid development Pre-transaction key shareholders are: Andy Harries (51.1%), Marigo Kehoe (15.0%), BBC Worldwide (24.9%) and Left Bank Employees (9.0%) 4

5 DRAFT ShowBroadcasterDetails Drama Strike Back (56% of FY12 Revenue) Sky1 (UK ) HBO Cinemax (US) RTS Award-winning drama used to successfully re-launch HBO’s Cinemax channel in the US Season 3 commissioned and in production, seasons 4 and 5 in discussions with season 4 in paid development 10x60’ episodes/minutes FY12 revenue: £17.5MM Mad Dogs (13% of FY12 Revenue) SKY1 HD (UK)Most successful UK drama in 2011 for non-terrestrial channels Season 3 commissioned and in production US adaptation in development 4x60’ episodes/minutes FY12 revenue: £4.2MM DCI Banks (14% of FY12 Revenue) ITV 1 (UK)DCI Banks: Aftermath achieved an average 6.9M viewers (25% share), reinvigorating Friday night drama on ITV1 Season 2 commissioned and in production 6x60’ episodes/minutes FY12 revenue: £4.5MM Wallander (14% of FY12 Revenue) BBC One (UK)Seven times BAFTA Award-winning drama Season 3 commissioned and in production 3x90’ episodes/minutes FY12 revenue: £4.6MM Comedy Cardinal Burns (4% of FY12 Revenue) e4 (UK)Season 1 6x30’ episodes/minutes FY12 revenue: £1.1MM Naked House Airing in FY13 (5% of FY13P revenue) ITV (UK)Second comedy series commission expands Left Bank’s comedy slate 6x30’ episodes/minutes Key Left Bank Shows 5 In addition to its key drama and comedy series with multiple season commissions, Left Bank also produces feature films which strengthen its brand as a premier producer as well as documentaries and miniseries

6 DRAFT The business has grown significantly since it was founded in 2007 KEY LEFT BANK GROWTH DRIVERS Strike Back 2 and Wallander 3 did not contribute to FY2011 revenue due to extended delivery schedule for second season episodes FY2012 growth driven by increase in Strike Back commission plus other returning shows such as Wallander, DCI Banks, Mad Dogs and new comedy Cardinal Burns 69% of FY2013 revenue in paid [development]; 5% of FY2013 commissioned [£60M / $xM] currently in pipeline consisting of re-commissions of successful returning series (Strike Back, DCI Banks, Wallander) and new shows development (24 drama series (8 broadcaster funded) and 6 comedy series currently in development) Left Bank Financial History and Forecast 6 GAAP ADJUSTED FINANCIALS UNDER REVIEW FY10-FY18F CAGR: 12%

7 DRAFT Strategic Benefit to SPE Acquisition of Left Bank will provide SPT with strong presence and credibility in the UK scripted market – UK is a strategically important market for global television production, being the largest exporter of TV formats in the world and the second largest (after the US) exporter of finished TV programming – Left Bank is a proven developer and producer of successful programs which attract top advertisers, generate strong broadcaster interest globally and provide significant international distribution value SPT will become a strong player in the two largest English language markets – With Strike Back, Left Bank is now one of the few companies that has produced scripted programming that has aired in the UK and US simultaneously – Provides SPT strong platform and opportunity to sell scripted shows produced in the UK to the US and vice versa – Opportunity to co-develop and co-produce across major markets, leveraging SPT’s strong US slate and Left Bank’s co-production experience Acquisition can generate significant strategic synergies and drive growth for both SPT and Left Bank – SPT can leverage Left Bank to drive growth of SPT scripted business worldwide in its portfolio companies, further exploit its large scripted format catalogue and increase international scripted co-productions – SPT can accelerate Left Bank’s growth through its global production network, strong US production presence and world-class distribution team Sony can generate synergies above business plan returns from distributing all future shows and formats from Left Bank which will not fall within BBCW’s existing distribution contract —Left Bank’s shows have strong international appeal and over 20 programs have been sold to 45 different countries —SPT’s strong global distribution team and strong US presence will further drive Left Bank’s potential IP value 7

8 DRAFT Summary of Deal Structure and Material Terms Acquire 100% of Left Bank Pictures for a maximum / minimum total purchase price range of $43.9M–$76.5M with 51% to be acquired at close and the remaining 49% to be acquired in 5 years via a seller’s capped put/SPT’s capped call SPT to purchase 51% of the fully-diluted shares of Left Bank from existing shareholders on a pro rata basis – $23.1M to be paid at close – $2.7M–$8.1M (base case of $5.4M) performance-based earn-out to be based on average EBITDA for FY2013 (August through March 2013) and FY2014 – Total implied enterprise valuation range of $50.6M–$61.1M. Implied Base Case enterprise value of $55.9M, 10.8x implied multiple of LTM EBITDA ($5.2M) Remaining 49% of Left Bank to be acquired five years after close via sellers capped put / SPT’s capped call – SPT has a call for all, and sellers have a corresponding put for all or a portion thereof, the remaining 49% after five years at fair market value, with a minimum payment of $18.1M and maximum payment of $45.3M ($37.0M–$92.4M implied total enterprise value range) – Assumed SPE Base Case Exercise price of $19.0M–$24.5M SPT to have worldwide distribution rights for all new formats and programs controlled by Left Bank and other rights upon reversion currently held by BBC worldwide – [agreement terms being finalized] Principals Andy Harries and Marigo Kehoe and other key employees to commit to 5 year employment terms – Five year restriction for all shareholders on share transfers Deal will be structured in British sterling and converted to USD at 1.54 GBP:USD 8

9 DRAFT Deal Payment Structure 9 TO BE UPDATED PER FINAL BUSINESS PLAN Deal will be structured in British sterling and converted to USD at 1.54 GBP:USD [final fx to be confirmed]

10 DRAFT Left Bank Valuation Summary £50 £29 £39 SPE purchase price range compares favorably to public / transaction comps and DCF valuations Independent Fair Market Value Range – 100% Enterprise Value 10 $44 NPV of $10.8M (11% discount rate), IRR of [18]% Assumed SPE Purchase Price for 100% ( $53.0 M) FINALIZATION IN PROGRESS 14.8x 8.5x 10.3x 9.2x 11.2x 17.4x 10.7x 16.8x $55 $58 $84 $87 $77 $47-$53

11 DRAFT Pro Forma Balance Sheet 11 FINAL VERSION TO HAVE AGREED OPENING BALANCE SHEET 3/31 BALANCE SHEET WITH PRO FORMA ADJUSTMENTS for goodwill and debt paydown in progress

12 DRAFT Financial Impact to SPE EBIT Impact Acquiring a 51% controlling interest will allow SPE to consolidate Left Bank Pictures and is expected to increase SPE’s EBIT by $3M–$4M per year once initial purchase price amortization (PPA) levels taper off in FYE2015 Estimated FYE2013 EBIT increase to SPE of $1.8M Cash Impact SPE will pay $23M at close (FYE 2013) for 51% stake and management control of Left Bank Pictures SPE will pay $2.7M–$8.1M in July 2014 (FYE 2015) (base case of $5.4M) through a performance-based earn-out $18.1M–$45.3M in July 2017 (FYE 2018) (base case of $19.0M–$24.5M) to purchase the remaining 49% stake and step-up to 100% 12

13 DRAFT Detailed P&L 13 TO BE FINALIZED

14 DRAFT Left Bank Cash Flow Detail 14

15 DRAFT Risks and Mitigations 15 RiskMitigation Significant revenue and gross profit come from a single show, Strike Back Including Strike Back through FY17 (season 6) is not unreasonable because there are several long running shows in the UK comparable to Strike Back, such Spooks and Dream Team which ran for 10 seasons The Company has received a strong indication from Sky that it plans to air Strike Bike for the “long term” Post-acquisition, Left Bank will no longer qualify as an independent producer in the UK The only show that Left Bank airs that is currently is DCI Banks commissioned by ITV. Sony and Left Bank are working with ITV to ensure that there is no impact on this show post-close As Left Bank is a very established producer in the market, Sony and Left Bank do not believe that the loss of its independent status will affect future show commissions Several key personnel are critical to the ongoing success of Left Bank Key personnel will sign employment agreements and will also remain shareholders post-close which will incentivize them via earn-out and liquidation through put/call

16 DRAFT Timing and Next Steps [JN + JTD + SJ TO REVIEW] Sony Approvals – July 12, 2012: Deliberation of Investment Committee – July 18, 2012: Group Executive Committee July 20, 2102: Sign Definitive Agreements – Shareholders Agreement – Share Purchase Agreement – Articles of Association – Distribution Agreement with SPT – Employee Service Agreements July [xx], 2012: Obtain Necessary Regulatory Approvals – [TBD – SEAN JAQUEZ ITALY] Anticipated close by July 31, 2012 16 [ML/sm review]

17 DRAFT Appendix 17

18 DRAFT Detail on Shareholding in Left Bank SPT will purchase 51% of Left Bank from existing shareholders on a pro-rata basis BBCW to remain a shareholder in Left Bank and will be subject to earn-out and put/call 18 Note: we will summarize shareholding pattern (collapse ESOP detail) for final version Final version to be summarized

19 DRAFT Detail on KPMG Valuation Range 19 TO BE UPDATED PER FINAL BUSINESS PLAN

20 DRAFT Comparable Transaction Analysis 20

21 DRAFT Comparable Companies Analysis 21 TO BE UPDATED TO INCLUDE CONTROL PREMIUM


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